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1 INVITROCUE LIMITED AND CONTROLLED ENTITIES ASX:IVQ ABN Annual Report For the year ended 30 June Page

2 INVITROCUE LIMITED ANNUAL REPORT EXECUTIVE S MESSAGE Dear Shareholders, It is with great pleasure that I am able to address you again through this Annual Report. In addition to our quarterly shareholders teleconference call opened to all shareholders, you can also expect more regular announcements and the use of electronic newsletters to help you keep pace of our growth activities and trajectory. Invitrocue was successful in meeting a number of key milestones this past Financial Year which included (i) commercial traction with its underlying cell based testing services, with significant increases in our revenue stream, (ii) expanded the firms underlying cell based testing services to include new offerings available in the new Financial Year, and (iii) initiated our company s entry into the new and exciting space of Personalized Precision Oncology testing services by extending our cell based capabilities and know how. For the new Financial Year, our company will be focusing and investing in two major areas; (i) deepening and growing our existing revenue streams in cell base testing and analytics businesses globally, and (ii) launching and scaling Invitrocue s Onco-PDO Personalized Precision Oncology testing services. Allow me to offer more insights in each of these efforts. On growing our existing revenue streams, Invitrocue will be increasing its scientific team to support its key clients of pharmaceutical companies and research institutions. We will be strengthening our team both in terms of scientific capabilities in supporting the current assays we offer and in developing new offerings. Additionally, our company will be introducing new analytics services and products. On Personalized Precision Oncology testing services, our company will begin to execute on a clear and effective commercialization strategy to take advantage of its first mover advantage in the space. Invitrocue will need to put in place a competent scientific and clinical team poised to support this roll out with Australia and Asia initially, followed by Europe and USA. The clinical rationale to guide individualized cancer drug and therapy selection exist today with a significant unmet need globally. While the number of new cancer drugs and approaches will continue to grow, the need to be able to help clinical decisions in selecting drug or therapy for each patient is needed now than ever before. Given the very complex and individualized nature of cancer biology, Invitrocue is well positioned to help guide the use of such drugs and therapy that could lead to better treatment outcome, survivability, quality of life and costs. All these efforts will be supported with responsible and ethical approaches in validating each cancer indication. Looking forward, Invitrocue have procured the necessary management capability, operational strategies, clinical acceptance through peer-reviewed publications and relevant laboratory infrastructure to support this growth. In the coming quarters and financial periods, you can expect to continue to received regular news and updates on our growth trajectory. You can expect to participate in that growth through greater communications, often directly with the management. You can expect our company to grow its businesses and revenues, while answering important clinical needs in the cancer space. As an Invitrocue shareholder, you can expect a meaningful and rewarding return on your investments and trust. On behalf of the management team and Board, we wish you and your love ones a healthy and profitable year ahead. Yours faithfully Dr Steven Fang 2 P a g e

3 Corporate Information A description of the Group's operations and of its principal activities is included in the review of operations and activities in the directors' report. Directors Boon Sing Fang Jamie Khoo Gee Choo Hanry Yu Ee Ting Ng Chow Yee Koh Company Secretary Chow Yee Koh Registered Office Level 2, 350 Kent Street, SYDNEY NSW 2000 Principal place of business 11 Biopolis Way, #12-07/08 Helios, Singapore Share Register Security Transfer Registrars Pty Ltd 770 Canning Highway, APPLECROSS WA 6153 Auditors Deloitte Touche Tohmatsu Grosvenor Place 225 George Street SYDNEY NSW Page

4 Contents DIRECTORS REPORT...5 REMUNERATION REPORT - AUDITED...9 AUDITOR S INDEPENDENCE DECLARATION...15 CORPORATE GOVERNANCE STATEMENT...16 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME...17 CONSOLIDATED STATEMENT OF FINANCIAL POSITION...18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY...20 CONSOLIDATED STATEMENT OF CASH FLOWS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES...22 NOTE 2: SUBSEQUENT EVENTS...35 NOTE 3: OTHER INCOME...35 NOTE 4: ADMINISTRATIVE EXPENSES...35 NOTE 5: FINANCE COST...35 NOTE 6: INCOME TAX...36 NOTE 7: EARNINGS PER SHARE...36 NOTE 8: TRADE AND OTHER RECEIVABLES...36 NOTE 9: INTANGIBLE ASSETS...37 NOTE 10: PLANT AND EQUIPMENT...38 NOTE 11: TRADE AND OTHER PAYABLES...38 NOTE 12: FINANCE LEASES...39 NOTE 13: DEFERRED CAPITAL GRANT...39 NOTE 14: PROVISIONS...40 NOTE 15: AMOUNT DUE TO A DIRECTOR...40 NOTE 16: SHARE CAPITAL...41 NOTE 17: OPTIONS AND WARRANT RESERVES...42 NOTE 18: CONTRIBUTIONS RESERVE...42 NOTE 19: RECONCILIATION OF CASH FLOWS FROM OPERATIONS WITH LOSS AFTER INCOME TAX...42 NOTE 20: SEGMENT INFORMATION...43 NOTE 21: FINANCIAL RISK MANAGEMENT...43 NOTE 22: INTEREST OF KEY MANAGEMENT PERSONNEL (KMP)...46 NOTE 23: RELATED PARTY DISCLOSURES...46 NOTE 24: AUDITORS REMUNERATION...46 NOTE 25: CONTINGENT LIABILITIES AND CONTINGENT ASSETS...46 NOTE 25: CONTINGENT LIABILITIES AND CONTINGENT ASSETS (continued)...47 NOTE 26: COMMITMENTS...47 NOTE 27: SUBSIDIARIES...47 NOTE 28: REVERSE ACQUISITION OF INVITROCUE LIMITED...48 NOTE 29: LEGAL PARENT ENTITY INFORMATION...49 DIRECTORS DECLARATION...51 INDEPENDENT AUDITOR S REPORT...52 ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES UNAUDITED Page

5 DIRECTORS REPORT The directors of Invitrocue Limited (the Company) and its controlled entities (the Group) submit herewith their annual report for the year ended 30 June In order to comply with the Corporations Act 2001, the directors report as follows: DIRECTORS The names and details of the Company's directors in office during the financial year and up to the date of this report are as follows. Directors were in office for this entire year unless otherwise stated. Dr Steven Fang Boon Sing (Managing director) Dr Steven Fang Boon Sing is a co-founder of Singapore incorporated Invitrocue Pte Ltd, and is responsible for overall corporate and business development, along with fund raising and key staff appointments. Dr Steven Fang has a wealth of experience in the pharmaceutical and life sciences fields, most notably as the founder and former CEO of Capbridge ( ), as former partner at Clearbridge Accelerator ( ) and as founder and former CEO of the Cordlife Group ( ). Prior to this, he was General Manager at Beckton Dickinson ( ), Business Unit Manager at Baxter Inc ( ) and Business Development Manager at Sterling Pharmaceutical ( ). Dr Fang has no directorship in other listed Companies. Ms Jamie Khoo Gee Choo (Non-Executive Director). Ms Khoo has a Master of Business Studies and is a fellow member of the Institute of Singapore Chartered Accountants. Ms Khoo has over 20 years experience in accounting and corporate finance and extensive experience in Company funding, investment evaluation, due diligence and structuring. Ms Khoo is also director of ASX listed Lionhub Group Ltd and Stemcell United Limited. Prof Hanry Yu (Non-Executive director) Prof Hanry Yu is a Professor of Physiology at the Yong Loo Lin School of Medicine in the National University Health System (NUHS) Singapore. He is also a Group Leader of Tissue Engineering at the Institute of Bioengineering and Nanotechnology with the Agency for Science Technology and Research (A*STAR) Singapore; Director of the Microscopy and Cytometry core facilities in NUHS; Principal Investigator at the Singapore Mechanobiology Institute. From , Prof. Yu was a visiting professor of Mechanical and Biological Engineering at the Massachusetts Institute of Technology, USA. Prof Yu is also co-founder of Invitrocue Pte Ltd and Chairman of the Group s Scientific Advisory Board. Prof Yu has no directorship in other listed Companies. Ms Ng Ee Ting (Non-Executive Director). Ms Ng has a Bachelor of Science with Honours and over 10 years of research experience in the fields of developmental and evolutionary biology. Ms Ng specialises in a wide range of experimental techniques in molecular biology, histology, tissue culture (including stem cells), microbiology and molecular diagnostic science. Ms Ng also has expertise in laboratory management and cosmetic science formulation. Ms Ng has no directorship in other listed Companies. Mr Koh Chow Yee (Director). Mr Koh has a Bachelor of Commerce and is a fellowship member of the Association of Chartered Certified Accountants (UK). Mr Koh has over 17 years experience in accounting, auditing and corporate finance. Mr Koh is also the Company secretary. Mr Koh is also a director of ASX listed Stemcell United Limited. COMPANY SECRETARY Mr Koh Chow Yee held the position of company secretary of Invitrocue Limited at the end of the financial year. 5 Page

6 DIRECTORS REPORT (CONTINUED) PRINCIPAL ACTIVITIES The principal activities of the Group are those relating to research and experimental development on biotechnology, life and medical science. DIVIDENDS No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made at the date of this report. REVIEW OF OPERATIONS The Group recorded a revenue of $740,951 (2016: S$83,205) which represents an increase of 345% on an annualized basis. The group also recorded a lower net loss of S$1,835,472 (2016: S$20,473,566). The increase can be attributed to the Group was successful in meeting a number of key milestones for the financial year which included: (i) commercial traction with its underlying cell based testing services, with significant increases in our revenue stream, (ii) expanded the firms underlying cell based testing services, and (iii) initiated our company s entry into the new and exciting space of Personalized Precision Oncology testing services by extending our cell based capabilities and know how. This is a new market of which personalised drug testing are conducted using FDA approved drugs to improve individual treatment outcomes in selected solid tumours. The Group will grow in its laboratories, the patient-derived tumour cells (an organoid) so as to understand the impact and efficacy of various cancer treatment drugs on the individual patient s tumour cells. (iv) entered into various collaborations with renowned research institutions like Genome Institute of Singapore, QIAGEN Suzhou Translational Medicine Co Ltd in China and Garvan Institute of Medical Research in Australia, to validate and promote the use of IVQ s proprietary technology in the various countries. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There were no other significant changes in the state of affairs of the Group during the financial year. 6 Page

7 DIRECTORS REPORT (CONTINUED) SIGNIFICANT EVENTS AFTER THE REPORTING DATE Refer to Note 2 of the financial report for details of significant events after the reporting date. LIKELY DEVELOPMENTS AND EXPECTED RESULTS The Group will be focusing and investing in two major areas: (i) deepening and growing our existing revenue streams in cell base testing and analytics businesses globally, and (ii) launching and scaling Invitrocue s Onco-PDO Personalized Precision Oncology testing services by putting in place, a competent scientific and clinical team poised to support this roll out with Australia and Asia initially, followed by Europe and USA. ENVIRONMENTAL REGULATION AND PERFORMANCE The Group is not subject to any specific environmental regulation in its operations under the law of a state/territory or Commonwealth of Australia. OPTIONS The options outstanding as at the date of this report are: Options issued to lead manager on successful completion of Offer, expiring on 14 January 2019, exercisable at A$0.10 per option Warrants issued to subscriber of convertible notes, expiring on 14 July 2018, exercisable at A$0.10 per warrant Warrants issued to placement subscriber, expiring on 30 June 2018, exercisable at A$0.08 per warrant Number 1,000,000 10,000,000 2,057,563 TOTAL 13,057,563 MEETINGS OF DIRECTORS The number of Directors Meetings held during the year, and the number of meetings attended by each Director is as follows: Directors Name Board Meetings Number of meetings the Director was eligible to attend Number of meetings the Director attended Steven Fang Boon Sing 4 4 Jamie Khoo Gee Choo 4 4 Hanry Yu 4 4 Ng Ee Ting 4 4 Koh Chow Yee Page

8 DIRECTORS REPORT (CONTINUED) INDEMNIFICATION AND INSURANCE OF DIRECTORS, AUDITORS AND OFFICERS During the year, the Group paid a premium to insure officers of the Group. The officers covered by the insurance policy include all directors. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group. The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. 8 Page

9 REMUNERATION REPORT - AUDITED This remuneration report, which forms part of the directors report, sets out information about the remuneration of Invitrocue Limited s key management personnel ( KMP ) for the financial year ended 30 June The term key management personnel refers to those persons having authority and responsibility for planning, directing and controlling the activities of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the consolidated entity. Key management personnel The directors and other key management personnel of the consolidated entity during or since the end of the financial year were: Name Position Appointment Ceased Steven Fang Boon Sing Managing director 20 January 2016 n/a Jamie Khoo Gee Choo Non-executive director 18 May 2015 n/a Hanry Yu Non-executive director 24 March 2016 n/a Ng Ee Ting Non-executive director 18 May 2015 n/a Koh Chow Yee Non-executive director 18 May 2015 n/a Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year. Remuneration policy and framework The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and senior executives. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Remuneration of directors and executives is referred to as compensation as defined in AASB 124. Compensation levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Board obtains independent advice on the appropriateness of compensation packages of the Group given trends in comparative companies and the objectives of the Group s compensation strategy. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: the capability and experience of the key management personnel; the key management personnel s ability to control the relevant segments performance; the Group s performance including: o the Group s earnings; o the growth in share price and delivering constant returns on shareholder wealth; and o The amount of incentives within each key management person s compensation. Executive s compensation packages include a mix of fixed and variable compensation. For the financial year ended 30 June 2017, executive KMP receive only a fixed compensation as the Group is still in the development stage. There is no short term or long term incentive plan for executive s compensation for the current financial year. Non-executive directors compensation package draws from a fee pool of currently $350,000 (2016: $350,000) per annum including superannuation. The fees are set with consideration to the fees paid in companies of a similar size and complexity. 9 Page

10 REMUNERATION REPORT AUDITED (continued) Remuneration policy (continued) Fixed remuneration Fixed compensation consists of base compensation (which is calculated on a total cost basis and includes any FBT charges related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. Compensation levels are reviewed annually through a process that considers individual, segment and overall performance of the Group. In addition external consultants may be engaged to provide analysis and advice to ensure the directors and senior executives compensation is competitive in the market place. A senior executive s compensation is also reviewed on promotion. Performance-linked remuneration Performance-linked compensation includes both short-term and long-term incentives and is designed to reward key management personnel for meeting or exceeding their financial and personal objectives. The short-term incentive (STI) is an at risk bonus provided in the form of cash, while the long-term incentive (LTI) is provided as options over ordinary shares of the Company under the rules of the Employee Share Option Plan. Relationship between the remuneration policy and Company performance The Board currently believes given the size and nature of the Group, a fixed salary is appropriate. At the appropriate time, the Board will explore the use of performance based remuneration. 10 Page

11 REMUNERATION REPORT AUDITED (continued) Remuneration of key management personnel Directors Short term employee benefits Salary & Fees A$ Non- Monetary A$ Post- Employment benefits Superannuation A$ Long term employee benefit Long Service leave A$ Share based Total Equity & Options A$ A$ Executive director Steven Fang Boon Sing ,194-11, , # 40,926-5, ,935 Non executive directors Jamie Khoo Gee Choo ,000-3, , # 17,500-1, ,150 Hanry Yu ,597-8, , # 12,278-2, ,367 Ng Ee Ting ,000-2, , # 11,200-1, ,258 Koh Chow Yee ,000-2, , # 14,500-1, ,868 Total ,791-28, , ,404-11, ,578 # Comparative remuneration is for the period of 1 January 2016 to 30 June Page

12 REMUNERATION REPORT AUDITED (continued) Employment details of key management personnel (KMP) The following table provides key terms of employment contract of persons who were, during the financial year, members of key management personnel (KMP) of the Group. The table also illustrates the proportion of remuneration that was performance and non-performance based and the proportion of remuneration received in the form of options. Key Management Personnel Position held as at 30 June 2017 and any change during the year Contract detail (duration & termination) Proportions of elements of remuneration related to performance Proportions of elements of remuneration not related to performance Steven Fang Boon Sing Jamie Khoo Gee Choo Hanry Yu Ng Ee Ting Koh Chow Yee Non-salary cashbased incentives % Options Fixed Salary/ Fees % % Managing director No fixed term % Non-executive director Non-executive director Non-executive director Non-executive director No fixed term % No fixed term % No fixed term % No fixed term % The Board currently believes given the size and nature of the Group, a fixed salary is appropriate. At the appropriate time, the Board will explore the use of performance based remuneration. Other Key Management Personnel The employment contracts in place for all other key management personnel contain provisions whereby the employment relationship can be terminated by either party at any time, with or without notice and with or without cause. Share based remuneration Nil 12 Page

13 REMUNERATION REPORT AUDITED (continued) Key management equity holdings The number of shares in the Company held during the financial year by each Director, including their related entities, are set out below: 2017 Balance at the start of the year Changes during the year Balance at the end of the year Jamie Khoo Gee Choo 3,794,558-3,794,558 Boon Sing Fang 153,785, ,785,374 Hanry Yu 49,602,852-49,602,852 Ee Ting Ng Chow Yee Koh Balance at the start of the year Changes during the year Balance at the end of the year Jamie Khoo Gee Choo 3,794,558-3,794,558 Boon Sing Fang - 153,785, ,785,374 Hanry Yu - 49,602,852 49,602,852 Ee Ting Ng Chow Yee Koh William Urquhart 2,000,000 (2,000,000)* - * The Key Management Personnel resigned during the 2016 financial year. Transaction and balances with KMP and related parties Please refer to the Note 22 and 23 to the financial statements. End of remuneration report NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Group are important. The Board of Directors is satisfied that the provision of non-audit services by the auditor during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and do not compromise the general principles relating to auditor independence as set out in the Chartered Accountants Australia and New Zealand and CPA Australia s APES 110: Code of Ethics for Professional Accountants. The Company s auditors Deloitte were not engaged to perform non-audit services. 13 Page

14 INVITROCUE LIMITED AND CONTROLLED ENTITIES ANNUAL REPORT found on page 15 of the Annual Report. for the year ended 30 June 2017 has been received and can be This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors pursuant to s 298(2) of the Corporations Act Signed by Steven Fang Boon Sing Director 29 September P a g e

15 Deloitte Touche Tohmatsu ABN Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia Phone: Board of Directors Invitrocue Limited Level 2, 320 Kent Street Sydney, NSW September 2017 Dear Board Members Invitrocue Limited In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Invitrocue Limited. As lead audit partner for the audit of the consolidated financial statements of Invitrocue Limited for the financial period ended 30 June 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely DELOITTE TOUCHE TOHMATSU Carlo Pasqualini Partner Chartered Accountants Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. The entity named herein is a legally separate and independent entity. In providing this document, the author only acts in the named capacity and does not act in any other capacity. Nothing in this document, nor any related attachments or communications or services, have any capacity to bind any other entity under the Deloitte network of member firms (including those operating in Australia). Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited 15 Page

16 CORPORATE GOVERNANCE STATEMENT The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Invitrocue Limited and its Controlled Entities ( the Group ) have adopted the third edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council on 27 March 2014 and became effective for financial years beginning on or after 1 July The Group s Corporate Governance Statement for the financial year ending 30 June 2017 is dated and approved by the Board on 23 May The Corporate Governance Statement is available on the Group s website at 16 Page

17 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 12 months to 30 June 2017 S$ 6 months to 30 June 2016 S$ Revenue 740,951 83,205 Cost of Sales (368,159) (60,536) Gross profit 372,792 22,669 Other income 3 204, ,423 Depreciation and amortisation expenses (102,115) (52,696) Staff costs (1,109,320) (491,620) Administrative expenses 4 (1,171,801) (817,896) Finance costs 5 (29,943) (349,208) Listing cost 28 - (19,064,238) Loss before income tax expense (1,835,472) (20,473,566) Income tax expense Loss for the year (1,835,472) (20,473,566) Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange difference on translation of foreign subsidiary ,915 Total comprehensive loss for the year (1,834,726) (20,193,651) Loss per share Basic (cents per share) 7 (0.413) (6.805) Diluted (cents per share) 7 (0.413) (6.805) The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes to the financial statements. 17 Page

18 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Note 30 June 2017 S$ 30 June 2016 S$ ASSETS CURRENT ASSETS Cash and cash equivalents 601,797 1,772,539 Trade and other receivables 8 344, ,498 Current tax receivable - 6,595 Finished goods 106,081 85,380 TOTAL CURRENT ASSETS 1,052,387 2,021,012 NON CURRENT ASSETS Intangible assets 9 141,830 34,000 Plant and equipment , ,397 TOTAL NON CURRENT ASSETS 284, ,397 TOTAL ASSETS 1,336,545 2,288,409 LIABILITIES CURRENT LIABILITIES Trade and other payables , ,199 Finance leases 12 1,573 10,095 Deferred capital grant 13 53,049 10,316 Provisions , ,735 TOTAL CURRENT LIABILTIES 634, ,345 NON CURRENT LIABILITIES Amount due to a director , ,012 Provisions 14 44,918 44,918 Deferred rent - 8,934 Finance leases 12-1,683 Deferred capital grant 13 23,211 33,526 TOTAL NON CURRENT LIABILTIES 616, ,073 TOTAL LIABILTIES 1,250,697 1,066,418 NET ASSETS 85,848 1,221, Page

19 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) Note 30 June 2017 S$ 30 June 2016 S$ EQUITY Share capital 16 22,927,455 22,241,656 Options and warrant reserves , ,253 Contributions reserve 18 42,360 42,360 Accumulated losses (23,536,624) (21,701,152) Foreign currency translation reserve 280, ,874 TOTAL EQUITY 85,848 1,221,991 The above statement of financial position should be read in conjunction with the accompanying notes to the financial statements. 19 Page

20 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share capital Options and warrants reserves Contributions Reserve Accumulated losses Foreign currency translation reserve Total S$ S$ S$ S$ S$ S$ Balance at 1 January ,665-42,360 (1,227,586) (41) (224,602) Shares issued on acquisition of accounting subsidiary 18,029, ,029,936 Issue of shares 3,675, ,675,731 Share issue costs (424,676) (424,676) Issuance of options and warrants - 359, ,253 Loss for the year (20,473,566) - (20,473,566) Other comprehensive income , ,915 Total comprehensive loss (20,473,566) 279,915 (20,193,651) Balance at 30 June ,241, ,253 42,360 (21,701,152) 279,874 1,221,991 Issue of shares 685, ,799 Issue of warrants - 12, ,784 Loss for the year (1,835,472) - (1,835,472) Other comprehensive income Total comprehensive loss (1,835,472) 746 (1,834,726) Balance at 30 June ,927, ,037 42,360 (23,536,624) 280,620 85,848 The above statement of changes in equity should be read in conjunction with the accompanying notes to the financial statements. 20 Page

21 CONSOLIDATED STATEMENT OF CASH FLOWS 12 months to 30 June 2017 S$ 6 months to 30 June 2016 S$ CASH FLOWS RELATING TO OPERATING ACTIVITIES Receipt from customers 708, ,941 Payment to suppliers and employees (2,553,265) (3,713,275) Interest paid (787) (409) Interest received 4,022 12,124 Income tax paid - (6,595) Total cash used in operating activities 19 (1,841,709) (2,929,214) CASH FLOWS RELATING TO INVESTING ACTIVITIES Purchase of plant and equipment (6,181) (5,883) Purchase of intangible assets (72,229) - Repayment of finance lease (10,205) (5,047) Net cash acquired on reverse acquisition 28-1,993,264 Total cash (used in)/from investing activities (88,615) 1,982,334 CASH FLOWS RELATING TO FINANCING ACTIVITIES Proceeds from issue of shares, net of costs 698,583 2,734,141 Loan from director 52,777 - Total cash from financing activities 751,360 2,734,141 Net (decrease)/increase in cash and cash equivalent (1,178,964) 1,787,261 Cash and cash equivalent at beginning of financial year 1,772,539 25,215 Effect of foreign exchange rate on the balance of cash held in foreign currencies 8,222 (39,937) Cash and cash equivalent at end of financial year 601,797 1,772,539 The above statement of cash flows should be read in conjunction with the accompanying notes to the financial statements. 21 Page

22 This financial report includes the financial statements and notes of Invitrocue Limited (the Company) and its controlled entities (the Group). Invitrocue Limited is a listed public Company incorporated and domiciled in Australia. NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Statement of compliance The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act Invitrocue Limited is a for profit entity for the purposes of preparing the financial statements. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards ( IFRS ). Significant material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. Basis of preparation The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities as issued by the International Accounting Standards Board. All amounts are expressed in Singapore dollars unless otherwise noted. Going Concern The Directors have prepared the year-end financial report on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The statement of profit or loss and other comprehensive income reflects a consolidated net loss of $1,834,726 (2016: 20,193,651) and the consolidated statement of cash flows shows a net operating cash outflow of $1,841,709 (2016: $2,929,214) for the year ended 30 June The statement of financial position shows net assets of $85,848 (2016: $1,221,991). The Directors have reviewed the cash flow forecast for the Group through to 30 September The forecast indicates that the Group will be able to pay its debts as and when they fall due after considering the following factors: - As at 30 June 2017, the Group had available cash resources of $601,797. Subsequent to year-end, the Group has raised additional capital of $581,000 and had available cash resources of $720,000 as at 26 September The Group is in the process of undertaking a further capital raising and will be required to raise at least $1,500,000 before 30 November Since the end of the financial year, the Group has signed new contracts with customers worth $395,000 of revenue. In addition, the Group is in various stages of negotiations with a number of customers and it is expected that these negotiations will result in additional revenue to be earned by the Group within the next 12 months. The Directors are confident that the Group will be successful in achieving the above matters and that it is therefore appropriate to prepare the financial statements on the going concern basis and that the Group will be able to pay its debts as and when they become due and payable from operating cash flows and additional capital raised. In the event that the Group is not able to raise the additional capital and is not successful in negotiations with a number of its customers as per the cash flow forecast, such events would create a material uncertainty which may cast significant doubt about the ability of the Group to continue as a going concern and therefore, it may be unable to realise its assets and extinguish its liabilities in the normal course of business. The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. 22 Page

23 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (a) Reverse acquisition accounting On 6 November 2015, Invitrocue Limited issued a Prospectus for the offer of up to 35 million shares at a price of $0.10 per Share to raise up to $3,500,000. Included in the prospectus was a proposal for Invitrocue Limited to acquire all the shares of Invitrocue Pte Limited subject to certain conditions. On 14 January 2016, Invitrocue Limited acquired all the shares of Invitrocue Pte Limited by means of a scrip offer of 227,941,637 shares as consideration. Although Invitrocue Limited is the legal acquirer of Invitrocue Pte Limited, Invitrocue Limited is deemed not to meet the definition of a business under AASB 3: Business Combinations. Consequently, AASB 3 does not apply to this transaction. However, an acquirer still needs to be identified. Based on the facts and circumstances, the acquirer is considered to be Invitrocue Pte Limited and the transaction is treated as a reverse takeover as Invitrocue Pte Limited has used Invitrocue Limited to obtain an ASX listing. Invitrocue Pte Limited therefore becomes the Accounting acquirer and parent and Invitrocue Limited is the Accounting acquiree and subsidiary. The value of the shares in the Invitrocue Limited consolidated Group in excess of the fair value of the net assets of Invitrocue Limited immediately prior to the transaction is considered to be a share based payment and has been accounted for in accordance with AASB 2: Share Based Payments. Refer Note 28 for further details. (b) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company: has power over the investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including: the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders; potential voting rights held by the Company, other vote holders or other parties; rights arising from other contractual arrangements; and any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. 23 Page

24 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of directors. (d) Foreign currency translation The financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the financial statements, the results and financial position of the entity are expressed in Singapore dollars, which is the functional currency of Invitrocue Pte Limited (the accounting parent), and the presentation currency for the financial statements. The functional currency of Invitrocue Limited (the accounting subsidiary) is Australian dollars. In preparing the financial statements of each individual Group entity, transactions in currencies other than the entity s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Nonmonetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the year in which they arise except for: exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; AASB exchange differences on transactions entered into in order to hedge certain foreign currency risks; and AASB exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group s foreign operations are translated into Singapore dollars using exchange rates prevailing at the end of the reporting year. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate). The foreign exchange rates used in the translation of foreign currencies are: Average for 12 Average for 6 As at 30 June months ended 30 months ended June 2017 June 2016 As at 30 June 2016 Australian to Singapore dollars Chinese Yuan to Singapore dollars Page

25 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (e) Comparatives During 2016, Invitrocue Pte Ltd changed its financial year end to 30 June to be congruent with that of the legal parent Invitrocue Ltd. The comparative information presented in these financial statements are for the 6 month period ended 30 June (f) Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Sale of goods Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the customer. Rendering of services Revenue from the rendering of services is recognised during the financial year in which the services are rendered and accepted by the customers. Interest income Revenue is recognised as the Interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. (g) Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Other government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the year in which they become receivable. (h) Trade and other receivables Trade receivables for the activities which generally have 30 to 90 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment. Noncurrent trade and other receivables are discounted to their present value based on market rates of interest. Collectability of trade receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An allowance for impairment is recognised when there is objective evidence that the Group will not be able to collect the receivable. Financial difficulties of the debtor, default payments or overdue debts are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. 25 Page

26 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (i) Borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost. (j) Borrowing Costs Borrowing costs are expensed as incurred (using effective interest rate method), except where they are directly attributable to the acquisition or construction of a qualifying asset, in which case they are capitalised as part of the asset. However, the Group does not have any qualifying assets in the reporting period. (k) Impairment of Assets At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset s fair value less costs to sell and value in use, to the asset s carrying value. Any excess of the asset s carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. (l) Cash and cash equivalents Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short term deposits with an original maturity of 3 months or less. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. (m) Financial Instruments Recognition and initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through the statement of profit or loss and other comprehensive income, in which case transaction costs are expensed to the statement of profit or loss and other comprehensive income immediately. 26 Page

27 NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) (m) Financial Instruments (continued) Classification and subsequent measurement Financial instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances valuation techniques are adopted. Amortised cost is calculated as: the amount at which the financial asset or financial liability is measured at initial recognition; less principal repayments; plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in the statement of profit or loss and other comprehensive income. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. All other loans and receivables are classified as non-current assets. Financial liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. (n) Trade and other payables Trade payables and other payables are carried at cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. (o) Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. 27 Page